FEC Resources Inc 6-K, filed Nov 29, 2024

FEC Resources Inc. (FECOF)

6-K 2024-11-29 For: 2024-09-30

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Added on April 06, 2026

About this 6-K

FEC Resources Inc filed this 6-K on November 29, 2024.

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Exhibit 1	Unaudited condensed financial statements of FEC Resources Inc. for the three-and-nine-month periods ended September 30, 2024 and 2023

Exhibit 2	Management Discussion and Analysis of Financial Condition and Results of Operations for the nine months ended September 30, 2024 of FEC Resources Inc.

Exhibit 3	Certification of September 30, 2024, interim filings – CEO

Exhibit 4	Certification of September 30, 2024, interim filings – CFO

Exhibit 5	Press release dated October 1, 2024

	FEC Resources Inc.
	(Registrant)

Date: November 29, 2024	By:	/s/ Daniel Carlos
		Daniel Carlos
		President and Chief Executive Officer

As at:	September 30			December 31
	2024			2023
ASSETS

Current assets
Cash	$	32,483		$	7,406
Prepaid expenses		13,130			9,236
		45,613			16,642
Non-current assets
Investment in Forum Energy Limited (Note 9)		9,601,766			2,461,931
Total assets	$	9,647,379		$	2,478,573

LIABILITIES

Current liabilities
Trade and accrued payables	$	56,199		$	17,049
Short term loan (Note 6)		826,649			678,155
		882,848			695,204
Shareholders’ Equity
Share capital (Note 5)		17,620,625			17,620,625
Contributed surplus (Note 5)		3,058,063			3,058,063
Accumulated other comprehensive income (Note 9)		7,139,835			-
Deficit		(19,053,992	)		(18,895,319	)
Total shareholders’ equity		8,764,531			1,783,369
Total liabilities and equity	$	9,647,379		$	2,478,573

Daniel Carlos		Paul Wallace
Director		Director

	Three Month Period Ended						Nine Month Period Ended
	Sept. 30, 2024			Sept. 30, 2023			Sept. 30, 2024			Sept. 30, 2023
General and administration expenses
General and administration (Note 7)	$	40,717		$	33,768		$	113,465		$	112,070
Operating loss		(40,717	)		(33,768	)		(113,465	)		(112,070	)
Interest expense (Note 6)		(16,297	)		(8,414	)		(45,208	)		(20,954	)
Loss for the period	$	(57,014	)	$	(42,182	)	$	(158,673	)	$	(133,024	)
Other comprehensive income (loss)
Items that will not be reclassified to profit or loss:
Changes in fair value of investment (Note 9)		-			-			7,139,835			-
Comprehensive income (loss)	$	(57,014	)	$	(42,182	)		6,981,162		$	(133,024	)

Loss per common share
- Basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

	Share capital		Contributed surplus		Accumulated other comprehensive income		Deficit			Total

Balance December 31, 2023	$	17,620,625	$	3,058,063		-	$	(18,895,319	)	$	1,783,369
Total comprehensive loss for the period		-		-		-		(158,673	)		(158,673	)
Accumulated other comprehensive income		-		-		7,139,835		-			7,139,835
Balance Sept. 30, 2024	$	17,620,625	$	3,058,063		7,139,835	$	(19,053,992	)	$	8,764,531

	For the nine months ended
	Sept. 30			Sept. 30
	2024			2023
Cash provided by (used in)
OPERATING ACTIVITIES
Net loss for the period	$	(158,673	)	$	(133,024	)
Changes in working capital related to operating activities
Prepaid expenses		(3,894	)		(4,520	)
Accrued interest expense		45,208			20,954
Accounts payable and accrued liabilities		39,150			2,972
Net cash used in operating activities		(78,209	)		(113,618	)

FINANCING ACTIVITY
Loan from PXP Energy Corporation		103,286			110,000
Net cash provided by financing activity		103,286			110,000

Net (decrease) increase in cash		25,077			(3,618	)
Cash – beginning of the period		7,406			13,068
Cash – end of the period	$	32,483		$	9,450

Note 1	Corporate Information

	FEC Resources Inc. (“FEC” or the “Company”) was incorporated under the laws of Alberta, Canada and is a holding Company with an interest in Forum Energy Limited (“FEL”). The Company is listed in the United States on the OTC Pink (“OTC Pink”), having the symbol FECOF. As at September 30, 2024, the Company has a 6.8% interest in FEL. (Note 8). The principal address of the Company is Suite 2300, Bentall 5, 550 Burrard Street, Vancouver, BC, V6C 2B5. The Company’s ultimate parent company is PXP Energy Corporation (“PXP”) with a registered office at 2/F LaunchPad, Reliance corner Sheridan Streets, Mandaluyong City 1550, Metro Manila, Philippines.

Note 2	Basis of Preparation

	a)	Statement of Compliance

		These condensed interim financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting and have been prepared using the same accounting policies and methods as were used for the Company’s Annual Financial Statements for the year ended December 31, 2023. These condensed interim financial statements should be read in conjunction with the Company’s annual financial statements dated December 31, 2023. The condensed interim financial statements were authorized for issue by the Board of Directors on November 28, 2024.

	b)	Basis of Measurement

		The financial statements have been prepared on a historical cost basis except for certain financial instruments measured at fair value described in the applicable notes and are presented in United States dollars, which is also the Company’s functional currency. The preparation of financial statements in compliance with IFRS requires management to make certain critical accounting estimates. It also requires management to exercise judgment in applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 3.

Note 2	Basis of Preparation (continued)

	c)	Nature of Operations and Going Concern

		As a holding company with an interest in FEL, the Company’s business is indirectly subject to risks inherent in oil and gas exploration and development operations. In addition, there are risks associated with FEL’s stage of operations and the foreign jurisdiction in which it or FEL may operate or invest. The Company has identified certain risks pertinent to its investment including: exploration and reserve risks, uncertainty of reserve estimates, ability to exploit successful discoveries, drilling and operating risks, title to properties, costs and availability of materials and services, capital markets and the requirement for additional capital, market perception, loss of or changes to production sharing, joint venture or related agreements, economic, political and sovereign risks, possibility of less developed legal systems, corporate and regulatory formalities, environmental regulation, reliance on strategic relationships, market risk, competition, dependence on key personnel, volatility of future oil and gas prices and foreign currency risk. The Company has an accumulated deficit since inception of $19,053,992. Management considers that the current economic environment is difficult and the outlook for holding companies investing in oil and gas exploration companies presents significant challenges in terms of raising funds through issuance of shares. To the extent necessary, the Company has relied on its ability to raise funds via dispositions of quantities of its shareholdings in FEL to PXP under terms that are consistent with the best interests of shareholders, in order to finance its operations. The Company has been successful in disposing quantities of its shareholdings in FEL in previous fiscal years. However, there can be no assurance the Company will continue to be able to dispose of quantities of its shares in FEL under suitable terms. Currently management has no plans to sell any additional FEL shares. Since the delisting of FEL from the London Stock Exchange, there is no liquidity via a public market for the FEL shares. As the Company is wholly reliant on the information disclosed by PXP concerning the business of FEL, the Company may not be able to obtain information necessary to facilitate a wider sales process. The continuation of the Company is dependent upon its ability to raise funds via dispositions of quantities of its shareholdings in FEL to PXP under terms that are consistent with the best interests of shareholders, or obtain loans from PXP. Also, the Company may issue new shares to PXP and/or other third parties. Management has concluded that the combination of these circumstances gives rise to a material uncertainty that casts substantial doubt on the ability of the Company to continue as a going concern; therefore, the Company may be unable to realize its assets and discharge its liabilities in the normal course of business.

Note 4	Standards, Amendments and Interpretations

	The Company has prepared its financial statements in accordance with IFRS as issued by the International Accounting Standards Board (“IASB”). IFRS represents standards and interpretations approved by the IASB and are comprised of IFRS, International Accounting Standards (“IAS’s”), and interpretations issued by the IFRS Interpretations Committee (“IFRIC’s”) and the former Standing Interpretations Committee (“SIC’s”). The financial statements have been prepared in accordance with IFRS standards and interpretations effective as of September 30, 2024.

Note 5	Share Capital

Common Shares		Number				Amount
Balance Sept. 30, 2024 and December 31, 2023			861,082,371			$	17,620,625

Note 5	Share Capital (continued)

	b)	Nature and Purpose of Equity and Reserves

		Contributed Surplus is used to recognize the value of stock option grants prior to exercise. Deficit is used to record the Company’s change in deficit from earnings and losses from period to period. Accumulated Other Comprehensive Income is used to record the change in fair value of the Company’s investment in FEL from period to period.

Note 6	Related Party Transactions and Balances

	The Company considers its officers (CEO and CFO) and directors to be key management. Key management are those persons having authority and responsibility for planning, directing, and controlling activities, directly or indirectly, of the Company.

	(i)	During the quarter ended September 30, 2024, general and administrative expenses included key management personnel compensation totaling $36,000 (2023: $36,000).

	(ii)	As at September 30, 2024, the outstanding PXP Loan balance was $826,649 (December 31, 2023 - $678,155), which included accrued interest of $88,443 (December 31, 2023 - $43,235). Total interest expense for the quarter was $45,208.

	Nine Months Ended Sept. 30, 2024		Nine Months Ended Sept. 30, 2023
Professional fees	$	14,403	$	7,523
Bank charges		528		98
Listing and filing fees		18,397		22,390
Office and miscellaneous		14,082		16,735
Consulting (Note 6)		64,802		65,148
Foreign exchange		1,253		176
	$	113,465	$	112,070

Note 8	Loss Per Share

	Weighted Average Number of Common Shares

	Three Months Ended Sept. 30, 2024		Three Months Ended Sept 30, 2023
Professional fees	$	3,196	$	616
Bank charges		144		242
Listing and filing fees		10,334		5,346
Office and miscellaneous		4,729		4,862
Consulting (Note 6)		21,601		21,730
Foreign exchange		713		972
	$	40,717	$	33,768

		Sept. 30, 2024				Sept. 30, 2023
Weighted average number of common shares (basic and diluted)			861,082,371				861,082,371

Note 9	Investment in FEL

	i)	Investment in FEL

		The investment in FEL is summarized as follows:

	Shares		Amount
Balance December 31, 2023		8,206,638	$	2,461,931
Change in fair value		-		7,139,835
Balance Sept. 30, 2024		8,206,638		9,601,766

	The Company has classified its investment in FEL as Level 2 in the fair value hierarchy. For purposes of determining fair value of the investment in FEL, the Company considered valuation techniques described in IFRS 13 – Fair Value Measurement. In respect of the investment in FEL, management considered the fair value of $9,601,766 to be indicative of the fair value of the investment in FEL as on May 17, 2024 PXP disclosed that the company was undertaking a share swap with Tidemark Holdings Limited (“Tidemark”) whereby PXP would exchange PXP shares for all FEL shares held by Tidemark at a value of US$1.17 per share (430,243,903 PXP shares at PHP3.62). The fair value of the investment is consistent with the implied value based on the May 10, 2024 share swap between PXP and Tidemark, which is a Level 2 input.

Note 10	Segmental Reporting

	The Company has one reportable operating segment which is primarily the business of exploration and development of oil and gas and other mineral related opportunities, through companies in which the Company invests.

Note 11	Subsequent Events

	Subsequent to quarter end, the Company received additional loans from PXP amounting to $52,000 for working capital under the PXP Loan.

SC Block	% interest			Currently Producing
SC 72 Recto Bank		70	%	No
SC 40 North Cebu		66.67	%	No
SC 14C-1 Galoc		3.21	%	Yes
SC 14C-2 West Linapacan		9.10	%	No
Octon New SC (former SC 6A)⁽¹⁾		6.84	%	No
Cadlao New SC (former SC 6B Bonita)⁽²⁾		2.45	%	No
SC 14A Nido⁽³⁾		8.47	%	No
SC 14B Matinloc⁽³⁾		12.41	%	No
SC 14B-1 North Matinloc⁽³⁾		19.46	%	No
SC 14D Retention Area⁽³⁾		8.16	%	No
SC 14 Tara⁽³⁾		10	%	No

	·	Phase 1: A 3 to 9-month EWT using a new single deviated well (Cadlao-4), a mobile offshore production unit (“MOPU”), and either a floating storage and offloading (“FSO”) vessel or a shuttle tanker; and

	·	Phase 2: Further development of the EWT well and additional wells potentially substituting the MOPU for a small wellhead platform (“WHP”) and storage barge.

·	Development of SC 72
·	Continued review of exploration blocks to identify potential drilling targets
·	Continued review of administrative expenses

	·	On October 16, 2020, FEL received notice from the DOE that the FM imposed on SC 72 on December 15, 2014 was lifted with immediate effect and that FEL was to resume exploration activities on SC 72. Under the current work program commitments, FEL was given 20 months from the date of lifting of the FM to drill two commitment wells. The total cost of drilling these wells depends on a number of factors. The Company’s management estimates the total work to be between US$70 million and US$100 million. It is important to note that, to date, there has been no announcement of any agreement between FEL and CNOOC in relation to the implementation of the MOU involving SC 72. The risk therefore exists that should FEL not be able to meet its commitments to the DOE, it may have to surrender its rights to SC 72 and pay a penalty equivalent to the minimum financial commitment of the current sub-phase.

		On April 6, 2022, FEL as operator under SC 72, received a directive from the DOE to put on hold all exploration activities for SC 72 until such time that the Security, Justice and Peace Coordinating Cluster (“SJPCC”) has issued the necessary clearance to proceed. On April 11, 2022, as a result of not receiving the necessary clearance, Force Majeure was once again declared on SC 72.

		In June 2022, media outlets reported that the MOU between China and the Philippines had been terminated although media outlets also reported that discussions would continue on joint exploration of SC 72.

		On October 11, 2022, the DOE granted FGL the following: (i) the Declaration of Force Majeure for SC 72 from April 6, 2022, until such time as the same is lifted by the DOE, (ii) the inclusion of total expenses incurred as a result of the DOE directive to suspend activities as part of the approved recoverable costs, subject to DOE audit, and (iii) in addition to the period in item (i) above, FGL will be entitled to an extension of the exploration period under SC 72 corresponding to the number of days that the contractors actually spent in preparation for the activities that were suspended by the DOE’s suspension order on April 6, 2022.

		On March 20, 2023, the DOE further affirmed that the entire period from when the Force Majeure was lifted to when the same was re-imposed (October 14, 2020 to April 6, 2022) will be credited back to SC 72. Thus, once the Force Majeure is lifted, FGL will have 20 months to drill the two commitment wells, equivalent to the remaining term of Sub-Phase 2 of SC 72 before October 14, 2020.

	·	FEL’s cash inflows is heavily dependent on the Galoc Field production, which continued to operate beyond the original cessation date of September 24, 2020, following an agreement the operator GPC signed with ROI, the owner of the FPSO Rubicon Intrepid. The viability of continued production depends on the consistent output of the producing wells as well as the price of oil.

	·	FEL’s operations do not generate sufficient cash to fund new exploration work in Galoc and its other blocks; therefore, in the event FEL issued new capital to fund these costs, the Company’s interest in FEL may be diluted.

	·	FEL is a closely held private company and there is a limited population of potential buyers for FEC’s relatively small interest in FEL.

	·	FEL’s interest in its main asset SC 72 could be diluted depending on the agreement reached, if any, with potential farm-in partners in the future.

	·	Further exploration work has to be completed on SC 72 and SC 40 to confirm the value of the resources within these properties.

		On March 10, 2022, the Company announced that it agreed to fund an additional cash call for pre-drilling costs received from FEL in the amount of $198,620. The advance to FEL was via non-interest bearing loans. In order to be able to fund the $198,620, the Company accepted a loan from PXP for the same amount (“PXP Loan”). The PXP loan bears interest of LIBOR plus 3.5% and both interest and principal are repayable on the earlier of a) December 31, 2024, or b) any equity issuance by FEC, or c) any sale of FEL shares by FEC, or d) any third party borrowing by FEC. During the period ended December 31, 2022, PXP advanced an additional $80,000 and $356,500 for the year ended December 31, 2023 to the Company for working capital under the same terms and conditions as the PXP Loan. As at September 30, 2024, the outstanding PXP Loan balance was $826,649 (December 31, 2023 - $678,155), which included accrued interest of $88,443 (December 31, 2023 – 43,235). Total interest expense amounted to $45,208 for the nine months ended September 30, 2024 (September 30, 2023 - $20,954).

		In October 2023, FEL advised the Company of its intent to complete a $3,000,000 fund raising to repay its loan from PXP and for general working capital purposes. FEC agreed to participate in its pro-rata 6.8% share amounting to $204,000 through additional loans from PXP on the same terms and conditions as previous advances.

		On December 21, 2023, $626,820 of advances made to FEL by the Company were converted to shares in FEL at a price of $0.30 per share. The $626,820 conversion into FEL shares represented 6.8% of $9,217,939 of debt settled by FEL.

	Year Ended 12/31/23			Year Ended 12/31/22			Year Ended 12/31/21
Revenue	$	-		$	-		$	-
Net (loss) income	$	(191,795	)	$	(193,182	)	$	(168,208	)
Basic and Diluted Income (Loss) per share	$	(0.00)/(0.00	)	$	(0.00)/(0.00	)	$	(0.00)/(0.00	)
Dividends per share	$	0.00		$	0.00		$	0.00
Weighted Avg. Shares O/S (’000)		861,082,371			861,082,371			861,082,371
Working Capital (Deficit)	$	(678,562	)	$	140,053		$	108,835
Long-Term Debt	$	-		$	-		$	-
Shareholders’ Equity	$	1,783,369		$	1,975,164		$	2,168,346
Total Assets	$	2,478,57388		$	2,279,788		$	2,181,665

a)	Market Risk

	Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices are comprised of foreign currency risk, interest rate risk and equity and commodity price risk.

	Foreign currency exchange risk

	The Company is exposed to foreign currency fluctuations for general and administrative transactions denominated in Canadian Dollars. The majority of the Company’s cash is kept in U.S. dollars. As at September 30, 2024, the Company had an insignificant amount of cash denominated in Canadian dollars that was subject to exchange rate fluctuations between the Canadian dollar and the U.S. dollar. As at September 30, 2024, the Company held financial liabilities of $28,206 that are denominated in Canadian dollars that would be subject to exchange rate fluctuations between Canadian dollars and U.S. dollars.

b)	Credit risk

	The Company maintains cash deposits in one chartered Canadian bank which, from time to time, exceed the amount of depositors insurance available in each respective account. Management assesses the financial condition of this bank and believes that the possibility of any credit loss is minimal. The maximum exposure of credit risk is the Company’s cash deposit of $32,483 (December 31, 2023: $7,406).

c)	Liquidity risk

	Liquidity risk is the risk that the Company will not be able to meet its obligations as they fall due. The Company does not generate cash from operations but rather, the Company will, from time to time, issue shares via equity placements, borrow funds from an affiliated company or undertake to sell a portion of its investment in the shares of FEL should it be necessary to raise funds.

	At this time, the Company has no new business plans and if it continues to act as a holding company of FEL shares, there is a risk it will receive no return from that investment unless alternate sources of funding are found.

	The Company manages liquidity by maintaining cash balances available to meet its anticipated operational needs. Liquidity requirements are managed based on expected cash flow to ensure that there is adequate capital to meet short-term and long-term obligations. The Company has in place a planning and budgeting process to help determine the funds required to support the Company’s normal operating requirements on an ongoing basis and its growth plans. As at September 30, 2024, the Company’s accounts payable and accrued liabilities were $56,199, all of which fall due for payment within twelve months of the date of the statement of financial position. As at September 30, 2024, the Company owed PXP for a loan which bears interest of LIBOR plus 3.5% and both interest and principal are repayable on the earlier of a) December 31, 2024, or b) any equity issuance by FEC, or c) any sale of FEL shares by FEC, or d) any third party borrowing by FEC. During the year ended December 31, 2022, PXP advanced an additional $80,000 and $356,500 for the year ended December 31, 2023 to the Company for working capital under the same terms and conditions as the PXP Loan. As at September 30, 2024, the outstanding PXP Loan balance was $826,649 (December 31, 2023 - $678,155), which included accrued interest of $88,443 (December 31, 2023 – 43,235). Total interest expense amounted to $45,208 for the nine months ended September 30, 2024 (September 30, 2023 - $20,954).

	In October 2023, FEL advised the Company of its intent to complete a $3,000,000 fund raising to repay its loan from PXP and for general working capital purposes. FEC agreed to participate in its pro-rata 6.8% share amounting to $204,000 through additional loans from PXP on the same terms and conditions as previous advances.

	On December 21, 2023, $626,820 of advances made to FEL by us were converted to shares in FEL at a price of US$0.30 per share. The $626,820 conversion into FEL shares represented 6.8% of $9,217,939 of debt settled by FEL.

	The carrying values of accounts payable and accrued liabilities and short-term loans approximate their fair values due to the relatively short periods to maturity of the instruments.

d)	Dilution risk

	As discussed elsewhere in this MD&A, there is a risk of continued dilution of the Company’s interest in FEL should it either need to sell shares of FEL to raise operating funds, or not participate in any future share issuance financings undertaken by FEL. Currently there are no plans to sell any of the Company’s FEL shares to fund operations. There is a risk that shareholders may be diluted should the Company need to raise additional operating funds through debt or equity financings.

	On March 10, 2022, the Company announced that it agreed to fund an additional cash call for pre-drilling costs received from FEL in the amount of $198,620. The advance to FEL was via non-interest bearing loans. In order to be able to fund the $198,620, the Company accepted a loan from PXP for the same amount. The PXP Loan bears interest of LIBOR plus 3.5% and both interest and principal are repayable on the earlier of a) December 31, 2024, or b) any equity issuance by FEC, or c) any sale of FEL shares by FEC, or d) any third party borrowing by FEC. During the year ended December 31, 2022, PXP advanced an additional $80,000 and $356,500 for the year ended December 31, 2023 to the Company for working capital under the same terms and conditions as the PXP Loan. As at September 30, 2024, the outstanding PXP Loan balance was $826,649 (December 31, 2023 - $678,155), which included accrued interest of $88,443 (December 31, 2023 – 43,235). Total interest expense amounted to $45,208 for the nine months ended September 30, 2024 (September 30, 2023 - $20,954).

	In October 2023, FEL advised the Company of its intent to complete a $3,000,000 fund raising to repay its loan from PXP and for general working capital purposes. FEC agreed to participate in its pro-rata 6.8% share amounting to $204,000 through additional loans from PXP on the same terms and conditions as previous advances.

	On December 21, 2023, $626,820 of advances made to FEL by us were converted to shares in FEL at a price of US$0.30 per share. The $626,820 conversion into FEL shares represented 6.8% of $9,217,939 of debt settled by FEL.

1.	*Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of FEC Resources Inc. (the “issuer”) for the interim period ended September 30, 2024.*

2.	*No misrepresentations*: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.	*Fair presentation*: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

“Daniel Carlos”
Daniel Carlos
President and Chief Executive Officer

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52‑109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52‑109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52‑109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

	i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

	ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52‑109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.